Huasi Holding Company Limited(002494)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, the articles of association are formulated in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions.
Article 2 the company is a joint stock limited company initiated by the overall change of Hebei Huasi Industrial Group Co., Ltd., registered with Hebei Administration for Industry and Commerce and obtained a business license.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 28500000 ordinary shares in RMB to the public for the first time on October 8, 2010, and was listed on Shenzhen Stock Exchange on November 2, 2010. Article 4 registered name of the company (Chinese): Huasi Holding Company Limited(002494) .
The English name of the company is Huasi Holding Company Limited.
Article 5 domicile of the company: Shangcun Town, Suning County, Cangzhou City, Hebei Province; The postal code is 062350.
Article 6 the registered capital of the company is 377310718 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the business purpose of the company: according to the national industrial development plan and the requirements of the scientific outlook on development, accurately locate and serve "agriculture, rural areas and farmers", adhere to people-oriented, market-oriented, adhere to the development goal of "giving priority to environmental protection, quality and efficiency", actively develop Shenzhen Agricultural Products Group Co.Ltd(000061) , with high added value, obvious characteristics and excellent quality, promote farmers to increase their income, and realize the goal of strengthening the village and enriching the people through industry, Consolidate the construction of a new socialist countryside. Article 14 general items: garment manufacturing; Clothing manufacturing; Clothing retail; Fur tanning processing; Fur products processing; Leather products manufacturing; Clothing research and development; Clothing wholesale clothing; Sales of auxiliary materials; Import and export of goods; Technology import and export; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Asset management services invested by self owned funds; Brand management; Engaging in investment activities with its own funds; Sales of agricultural and sideline products; Purchase of livestock and poultry; Non residential real estate leasing; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Park management services; estate management; Commercial complex management services; (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) the above business scope is tentative, and the details shall be subject to the examination and approval of the market supervision department.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is converted into shares by Hebei Huasi Industrial Group Co., Ltd. according to the original book net asset value
When it is a joint stock limited company, the name of the promoter, the amount of shares subscribed and the proportion in the total shares are listed in the following table:
Serial number name or name proportion of subscribed shares in total shares
1 He Guoying 48 million 68.56%
2 he Shufeng 27000003.86%
3 Han Yajie 27000003.86%
4 Guo Yanqing 27000003.86%
5 he zengdang 27000003.86%
6 Wu Zhenshan 12 Ping An Bank Co.Ltd(000001) .71%
7 Shenzhen Zhongyi Industrial Co., Ltd. 818180011.69%
8 Suning Huashang Investment Management Co., Ltd. 18200002.60%
Total 70001800100%
The promoters convert the original book value of net assets corresponding to the equity of Hebei Huasi Industrial Group Co., Ltd. held by them into the shares of the company, which have been verified by an accounting firm with securities and futures related business qualifications.
Article 20 the total number of shares of the company is 377310718, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including the company's subsidiaries) shall not make gifts or advances
Provide any assistance to those who purchase or intend to purchase shares of the company in the form of capital, guarantee, compensation or loan. Section II increase, decrease and repurchase of shares
Article 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company shall be approved by the shareholders
The general assembly has adopted resolutions to increase capital in the following ways:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the competent government authorities.
Article 23 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 24 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 a company may purchase its own shares through public centralized trading or other means approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company's acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 24, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with the provisions of paragraph 1 of Article 24, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
After the listing of the company's shares is terminated, the company's shares will enter the national share transfer system for small and medium-sized enterprises to continue trading. The general meeting of shareholders of the company shall not modify the provisions of the preceding paragraph in the articles of association.
Article 28 the company does not accept the company's shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one (1) year from the date of establishment of the company. The shares issued before the company's public offering of shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company they hold; The shares held by the company shall not be transferred within one (1) year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 30 the company's directors, supervisors, senior managers and shareholders holding more than five percent (5%) of the company's shares sell the company's shares or other equity securities within six (6) months after they buy them, or buy them again within six (6) months after they sell them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, the securities company holds more than five percent (5%) of the shares due to the purchase of the remaining after-sales shares by underwriting, and other circumstances stipulated by the CSRC.
The term "shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders" as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people's accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within thirty (30) days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date shall be the shareholders enjoying relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders' agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people's court to find them invalid.
Convening procedures and voting parties of the general meeting of shareholders and the board of directors
